Sampling in several habitat types (sand/mud, eelgrass, sand, gravel, macroalgae/mud) during all seasons with a variety of gears in Nauset Marsh, Massachusetts during 1985-1987 found a fauna consisting of 35 fish and 10 decapod crustacean species. Although most of the abundant species were found in several habitat types, species richness and habitat use appeared to be highest for vegetated habitats (eelgrass, macroalgae). The fishes and decapods were numerically dominated by cold-water taxa; however, numerous fish species, represented by rare individuals of predominantly southern forms, enriched the fauna. Species composition of Nauset Marsh could be distinguished from estuaries south of Cape Cod and even from the south shore of the cape. Both fishes and decapods were most abundant during the summer, apparently due to the contributions from spring and summer spawning in the estuary and the adjacent Atlantic Ocean. The location of Nauset Marsh and other estuaries on Cape Cod provide a unique opportunity to evaluate the importance of this region as a faunal boundary to estuarine species.